California Corporations Code

§ 15911.22

CORP § 15911.22 Effective Jan 1, 2007Title 2 · Ch. 4.5 · Art. 11.5

Statute text

(a)If limited partners have a right under Section 15911.21, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, to require the limited partnership to purchase their limited partnership interests for cash, such limited partnership shall mail to each such limited partner a notice of the approval of the reorganization by the requisite vote or consent of the limited partners, within 10 days after the date of such approval, accompanied by a copy of this section and Sections 15911.21, 15911.23, 15911.24, and 15911.25, a statement of the price determined by the limited partnership to represent the fair market value of its outstanding interests, and a brief description of the procedure to be followed if the limited partner desires to exercise the limited partner’s rights under such sections. The statement of price constitutes an offer by the limited partnership to purchase at the price stated any dissenting interests as defined in subdivision (b) of Section 15911.21, unless they lose their status as dissenting interests under Section 15911.30.

(b)Any limited partner who has a right to require the limited partnership to purchase the limited partner’s interest for cash under Section 15911.21, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, and who desires the limited partnership to purchase such interest, shall make written demand upon the limited partnership for the purchase of such interest and the payment to the limited partner in cash of its fair market value. The demand is not effective for any purpose unless it is received by the limited partnership or any transfer agent thereof (1) in the case of interests described in clause (i) or (ii) of subparagraph (A) of paragraph (1) of subdivision (b) of Section 15911.21, not later than the date of the limited partners’ meeting to vote upon the reorganization, or (2) in any other case, within 30 days after the date on which notice of the approval of the reorganization by the requisite vote or consent of the limited partners is mailed by the limited partnership to the limited partners.

(c)The demand shall state the number or amount of the limited partner’s interest in the limited partnership and shall contain a statement of what such limited partner claims to be the fair market value of that interest on the day before the announcement of the proposed reorganization. The statement of fair market value constitutes an offer by the limited partner to sell the interest at such price.

Legislative history

Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.